Further details from the 8K:
NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Agreement to Retain the Shares .
(a) The Stockholders hereby agree not to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of any of the Shares until twelve (12) months from the effective date of the initial Registration Statement (the “ Lock-Up Period ”).
(b) The foregoing restrictions are expressly agreed to and preclude the Stockholders from engaging in any hedging or other transactions which may lead to or result in a sale of any of the Shares during the Lock-Up Period, even if such Shares would be sold by someone other than a Stockholder.
________________________________
4.7 Use of Proceeds . The net proceeds from this Offering will be used primarily for: (a) expenses related to the Offering and the Registration Statement, (b) the purchase of tour boats to be used at the Company’s tourist destinations, (c) expansion of the Company’s tourism operations, (d) advertisements related to the Company’s tourism operations, and (e) general working capital purposes.
________________________________
5.13 Listing on OTCBB . The Investors understand and acknowledge that the Company is currently listed on the Over-the-Counter Bulletin Board (OTCBB). The Investors agree that the Company, in its sole discretion, may apply to be listed on a national exchange such as the AMEX, NYSE or Nasdaq.
7.9 Chief Financial Officer . The Company will hire and maintain an English-speaking Chief Financial Officer within six (6) months following the final Closing Date. The candidate for Chief Financial Officer will be subject to the approval of the Investors, which approval may not be unreasonably withheld.
________________________________
In Attachment: Make Good Agreement:
B. The Company presented financial projections to the Investors, indicating that the Company will report Earnings Per Share (EPS) of at least (i) $0.084 per share for the fiscal year ending December 31, 2007, as adjusted, based on fully diluted shares outstanding (an aggregate of 99,999,547 shares, including all outstanding common shares, preferred shares, any convertible security, options, and warrants) and (ii) $0.22 per share for the fiscal year ending December 31, 2008, as adjusted, based on fully diluted shares outstanding (an aggregate of 68,084,333 shares, including all outstanding common shares, preferred shares, any convertible security, options, and warrants, excluding the 6,666,667 warrants to be issued in the Offering), and based upon audits conducted in conformity with United States generally accepted accounting principles (“ US GAAP ”).
C. As an inducement to the Investors to enter into the Securities Purchase Agreement, the CYHC Shareholder desires to place the Escrow Shares (as hereinafter defined) into escrow for the benefit of the Investors in the event that the Company fails to satisfy the FY07 Performance Threshold and/or FY08 Performance Threshold (as hereinafter defined).
_____
(d) Performance Threshold for Fiscal 2008 . The Company covenants to the Investors and Investor Agent that Adjusted EPS (as defined below) for the fiscal year ending December 31, 2008 (“ FY08 Adjusted EPS ”) of the Company will be greater than or equal to $0.22 per share, which is equivalent to earnings of $15,000,000 divided by 68,084,333 shares (the “ FY08 Performance Threshold ”). The Company’s earnings shall be as set forth in financial statements of the Company (the “ FY08 Financial Statements ”) for the period ending December 31, 2008 prepared in accordance with the published rules and regulations of US GAAP applied on a consistent basis throughout the periods involved and audited in accordance with the auditing standards of PCAOB by the Company’s Independent Accountant, with such statements fairly presenting in all material respects the financial position of the Company and its subsidiaries, on a consolidated basis, as of the fiscal year ending December 31, 2008 (the “ FY08 ”) and the FY08 Financial Statements shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For the purpose of this Section 2(e), “ Adjusted EPS ” means the net income (or loss) of the Company and its subsidiaries for such period, excluding asset sales and other one-time events, determined on a consolidated basis divided by 68,084,333 shares; provided , however , that the Adjusted EPS for such period will be increased by any cash charges related to the Offering and non-cash charges incurred as a result of the Offering (due to non-cash amortization on warrants charged to the Company’s results of operation, if any).
